Common use of Title to Work Products Clause in Contracts

Title to Work Products. All right, title and interest in and to all tangible and intangible Work and Work products developed or produced under this Agreement by or on behalf of Contractor for Company, whether comprising or incorporated in specifications, drawings, sketches, models, samples, data, computer programs, reports, documentation or other technical or business information, and all right, title and interest in and to patents, copyrights, trade secrets, trademarks and other intellectual property derived from such Work and Work products are hereby assigned by Contractor to Company and are hereby agreed by Contractor to be transferred to Company or otherwise vested therein, effective when first capable of being so assigned, transferred or vested. Contractor shall obligate its employees, subcontractors and others to provide, and shall supply to Company at no extra cost, all such assignments, rights and covenants as Company deems appropriate to assure and perfect such transfer or other vesting. All Work and Work products shall be provided to Company as required herein or on termination or completion of this Agreement, whichever is earlier, unless Contractor is requested in writing to do otherwise. All such Work and Work products shall be considered and arranged to be a "Work made for hire" to the extent allowed by law. The Work and Work products developed or produced under is Agreement shall be the original Work of Contractor, unless Company's Technical Representative has consented in writing to the inclusion of Work or Work products owned or copyrighted by others (hereafter "Included Works"). In requesting such consent, Contractor shall notify Company of the scope of the rights and permissions Contractor intends to obtain for Company with respect to such included Works and modify the scope of same as requested by Company. Copies of all rights and permissions, clearly identifying the Included Works to which they apply, shall be supplied to Company promptly after their acquisition. Company shall not acquire title hereunder to any intangible Work or Work products preexisting execution of this Agreement and not developed or produced in anticipation hereof. Contractor agrees, for itself and its affiliates, not to assert patents and copyrights owned or controlled by Contractor or any parent thereof or subsidiary of either against Company, its affiliates, and its or their direct or indirect customers, in connection with any Work product or other subject matter directly or indirectly derived from Work done hereunder. During the course of this Agreement, Contractor will receive information from Company and others, including lists of customers and potential customers for communications services. All customer lists and all customer information derived by Contractor in connection with the performance of services are the property of Company, and shall, at the conclusion or other termination of this Agreement, be returned to Company or, at Company's option, destroyed. At such time, any lists or information derived from lists which are contained in any databases in Contractor's possession shall be scrubbed by Contractor, including deletion of names, addresses, telephone numbers and any telecommunications-related information. In order to protect Company information, Contractor agrees that after the expiration or other termination of this Agreement, Contractor shall not use its database to provide services to any other local or long distance carrier, cable television service provider, pager service provider, or cellular/wireless service provider for a period of ninety (90) days. During the first seven (7) days or sooner following expiration or other termination of this Agreement, Contractor agrees that Company shall verify that the databases have been cleansed as directed above through an audit done by a Company designated individual. This audit will be performed when Contractor indicates the databases have been thoroughly cleansed. Company also reserves the right to audit the databases twice within the ninety (90) days following for the same purpose. Contractor agrees that any failure to comply with these obligations will cause irreparable injury to Company. All other materials provided by Company or prepared by the Contractor in connection with this Agreement, including, but not limited to, training materials, scripts, rebuttals, rate charts, plans, methods and procedures, and promotional materials (e.g. banners) shall be returned to Company at the conclusion or other termination of this Agreement.

Title to Work Products. All right, title and interest in and to all tangible and intangible Work work and Work work products developed developed, delivered or produced under this Agreement by or on behalf of Contractor Supplier for CompanyXxxxx Xxxxx, whether comprising or incorporated in specifications, drawings, sketches, models, samples, data, computer programs, reports, documentation or other technical or business information, and all right, title and interest in and to patents, copyrights, trade secrets, trademarks and other intellectual property derived from such Work work and Work work products are hereby assigned by Contractor Supplier to Company Xxxxx Xxxxx and are hereby agreed by Contractor Supplier to be transferred to Company Xxxxx Xxxxx or otherwise vested therein, effective when first capable of being so assigned, transferred or vested. Contractor Supplier shall obligate its employees, subcontractors and others to provide, and shall supply to Company Xxxxx Xxxxx at no extra cost, all such assignments, rights and covenants as Company Xxxxx Xxxxx deems appropriate to assure and perfect such transfer or other vesting. All Work work and Work work products shall be provided to Company Xxxxx Xxxxx as required herein or on termination or completion of this Agreement, whichever is earlier, unless Contractor Supplier is requested in writing to do otherwise. All such Work work and Work work products shall be considered and arranged to be a "Work work made for hire" to the extent allowed by law. The Work To the extent that the work and Work work products produced under this Agreement does not qualify as a “works made for hire”, or to the extent that Section XII, is declared invalid either in substance or purpose, in whole or in part, Supplier hereby irrevocably transfers, grants, conveys, assigns and relinquishes exclusively to Xxxxx Xxxxx all of Supplier’s right, title and interest (including but not limited to ownership of all patent, copyright and trade secret rights) in said work and work products developed by Supplier under this Agreement, without the necessity of further consideration and Supplier shall have no right, title, or interest of any kind or nature to such work and work products. The work and work products developed, delivered or produced under is this Agreement shall be the original Work work of ContractorSupplier, unless Company's Xxxxx Xxxxx' Technical Representative has consented in writing to the inclusion of Work work or Work work products owned or copyrighted by others (hereafter "Included Worksincluded works"). In requesting such consent, Contractor Supplier shall notify Company Xxxxx Xxxxx of the scope of the rights and permissions Contractor Supplier intends to obtain for Company Xxxxx Xxxxx with respect to such included Works works and modify the scope of same as requested by CompanyXxxxx Xxxxx. Copies of all rights and permissions, clearly identifying the Included Works included works to which they apply, shall be supplied to Company Xxxxx Xxxxx promptly after their acquisition. Company Xxxxx Xxxxx shall not acquire title hereunder to any intangible Work work or Work work products preexisting execution of this Agreement and not developed or produced in anticipation hereof. Contractor Supplier agrees, for itself and its affiliates, not to assert patents and copyrights owned or controlled by Contractor Supplier or any parent thereof or subsidiary of either against CompanyXxxxx Xxxxx, its affiliates, and its or their direct or indirect customers, in connection with any Work work product or other subject matter directly or indirectly derived from Work work done hereunder. During the course of this Agreement, Contractor will receive information from Company and others, including lists of customers and potential customers for communications services. All customer lists and all customer information derived by Contractor in connection with the performance of services are the property of Company, and shall, at the conclusion or other termination of this Agreement, be returned to Company or, at Company's option, destroyed. At such time, any lists or information derived from lists which are contained in any databases in Contractor's possession shall be scrubbed by Contractor, including deletion of names, addresses, telephone numbers and any telecommunications-related information. In order to protect Company information, Contractor agrees that after the expiration or other termination of this Agreement, Contractor shall not use its database to provide services to any other local or long distance carrier, cable television service provider, pager service provider, or cellular/wireless service provider for a period of ninety (90) days. During the first seven (7) days or sooner following expiration or other termination of this Agreement, Contractor agrees that Company shall verify that the databases have been cleansed as directed above through an audit done by a Company designated individual. This audit will be performed when Contractor indicates the databases have been thoroughly cleansed. Company also reserves the right to audit the databases twice within the ninety (90) days following for the same purpose. Contractor agrees that any failure to comply with these obligations will cause irreparable injury to Company. All other materials provided by Company or prepared by the Contractor in connection with this Agreement, including, but not limited to, training materials, scripts, rebuttals, rate charts, plans, methods and procedures, and promotional materials (e.g. banners) shall be returned to Company at the conclusion or other termination of this Agreement.

Title to Work Products. All right, title and interest in and to all tangible and intangible Work work and Work work products developed or produced under this Agreement by or on behalf of Contractor for CompanyAT&T, whether comprising or incorporated in campaign strategies, specifications, drawings, sketches, models, samples, data, computer programs, reports, documentation or other technical or business information, and all right, title and interest in and to patents, copyrights, trade secrets, trademarks and other intellectual property derived from such Work work and Work work products are hereby assigned by Contractor to Company AT&T and are hereby agreed by Contractor to be transferred to Company AT&T or otherwise vested therein, effective when first capable of being so assigned, transferred or vested. Contractor shall obligate its employees, subcontractors and others to provide, and shall supply to Company AT&T at no extra cost, all such assignments, rights and covenants as Company AT&T deems appropriate to assure and perfect such transfer or other vesting. All Work work and Work work products shall be provided to Company AT&T as required herein or on upon termination or completion of this Agreement, whichever is earlier, unless Contractor is requested in writing to do otherwise. All such Work work and Work work products shall be considered and arranged to be a "Work work made for hire" to the extent allowed by law. The Work work and Work work products developed or produced under is this Agreement shall be the original Work work of Contractor, unless CompanyAT&T's Technical Representative has consented in writing to the inclusion of Work work or Work work products owned or copyrighted by others (hereafter "Included Worksincluded works"). In requesting such consent, Contractor shall notify Company AT&T of the scope of the rights and permissions Contractor intends to obtain for Company AT&T with respect to such included Works works and modify the scope of same as requested by Company. AT&T. Copies of all rights and permissions, clearly identifying the Included Works included works to which they apply, shall be supplied to Company AT&T promptly after their acquisition. Company AT&T shall not acquire title hereunder to any intangible Work work or Work work products preexisting execution of this Agreement and not developed or produced in anticipation hereof. Contractor agrees, for itself and its affiliates, not to assert patents and copyrights owned or controlled by Contractor or any parent thereof or subsidiary of either against CompanyAT&T, its affiliates, and its or their direct or indirect customers, in connection with any Work work product or other subject matter directly or indirectly derived from Work done hereunder. During the course of this Agreement, Contractor will receive information from Company and others, including lists of customers and potential customers for communications services. All customer lists and all customer information derived by Contractor in connection with the performance of services are the property of Company, and shall, at the conclusion or other termination of this Agreement, be returned to Company or, at Company's option, destroyed. At such time, any lists or information derived from lists which are contained in any databases in Contractor's possession shall be scrubbed by Contractor, including deletion of names, addresses, telephone numbers and any telecommunications-related information. In order to protect Company information, Contractor agrees that after the expiration or other termination of this Agreement, Contractor shall not use its database to provide services to any other local or long distance carrier, cable television service provider, pager service provider, or cellular/wireless service provider for a period of ninety (90) days. During the first seven (7) days or sooner following expiration or other termination of this Agreement, Contractor agrees that Company shall verify that the databases have been cleansed as directed above through an audit done by a Company designated individual. This audit will be performed when Contractor indicates the databases have been thoroughly cleansed. Company also reserves the right to audit the databases twice within the ninety (90) days following for the same purpose. Contractor agrees that any failure to comply with these obligations will cause irreparable injury to Company. All other materials provided by Company or prepared by the Contractor in connection with this Agreement, including, but not limited to, training materials, scripts, rebuttals, rate charts, plans, methods and procedures, and promotional materials (e.g. banners) shall be returned to Company at the conclusion or other termination of this Agreement.